Looks Investment plc (the "Company") Proposed disposal of freehold land and buildings located at Huddersfield Proposed change of name to Springdoo plc and Notice of Annual General Meeting
November 5th, 2007
Looks Investments plc, UK
On 5 November 2007, the Company entered into an agreement, conditional on the approval of Shareholders, to dispose of the Huddersfield Property to Kirklees Metropolitan Council. The consideration for the Disposal is £2,100,000, payable in cash on Completion.
Under the AIM Rules, the Disposal is classified as a disposal resulting in a fundamental change of business. The Disposal is, therefore, conditional on the consent of Shareholders given in general meeting.
A circular convening an AGM has been dispatched to Shareholders today. The purpose of this document is to provide you with details of the Proposals, to explain why your Board considers the Proposals to be in the best interests of the Company and its Shareholders, to seek your approval for the Proposals at the AGM and to recommend that Shareholders vote in favour of the Proposal Resolutions which are necessary to approve and implement the Proposals.
In addition to the Proposal Resolutions, pursuant to the introduction of the Companies Act 2006, the Company will propose a resolution to allow Shareholders to receive electronic communication
Disposal
Huddersfield Property The property is a 4 storey plus basement former department store and was built in 1936. The property has been empty since September 2005 when it was acquired by a subsidiary of the Company. Planning permission has been granted for a change of use and to develop the property into student accommodation.
Reasons for the Disposal and use of proceeds The Directors no longer consider it financially viable to develop the property into student accommodation and believe it is in the best interests of the Company and Shareholders to dispose of the property.
The proceeds from the Disposal will be used by the Company to reduce bank borrowings by £1,433,000.
Principal Terms of the Disposal Agreement The Company has entered into the Disposal Agreement, which is conditional upon the passing of an ordinary resolution. Pursuant to the terms of the Disposal Agreement, Kirklees Metropolitan Council will acquire the Huddersfield Property for the Consideration.
Financial effects of the Disposal In the year ended 31 March 2007, the audited results of the Company recorded turnover for the Huddersfield Property as £nil with profit before tax of £nil.
The Huddersfield Property was recorded on the Company’s audited balance sheet at 31 March 2007 as £1,560,741.
Change of Name
The Company also proposes to change its name to Springdoo plc as the Directors now do not believe that the current name has any commercial merit for the operations of the Company.
Existing share certificates in CityBlock plc and Looks Investment plc will remain valid and new certificates will not be issued as a result of the change of name.
Annual General Meeting
An annual general meeting has been convened for 11.00 a.m. on 29 November 2007 to be held at the offices of Dickinson Dees LLP, Gate House, 1 Farringdon Street, London, EC4M 7LG at which resolutions will be proposed.
The Proposals are subject to the passing of the Proposal Resolutions by Shareholders. In addition, pursuant to the Companies Act 2006, the Company will propose a resolution to allow the Company to communicate with Shareholders by electronic means.
Irrevocable undertakings
The Company has received irrevocable undertakings from the holders of, in aggregate, 7,421,179 Ordinary Shares (representing approximately 38.3 per cent. of the Existing Ordinary Shares) to vote in favour of the Proposal Resolutions.
Recommendation
The Directors unanimously recommend Shareholders to vote in favour of the Proposal Resolutions as they intend to do in respect of their own beneficial holdings of 7,421,179 Ordinary Shares representing approximately 38.3 per cent. of the issued share capital of the Company.
For further information please contact:
Lee Dudack, looks Investment plc Tel: 07799 775 141
David Youngman, WH Ireland Limited Tel: 0161 832 2174
A copy of the circular dispatched to Shareholders is available from the Company’s registered office: Fleet House, New Road, Lancaster, Lancashire, LA1 1EZ and on the company’s website: www.looksinvestment.co.uk.
DEFINITIONS
| “AGM” | the annual general meeting of the Company, convened for 11.00 a.m. on 29 November 2007, and any adjournment thereof |
| “AIM” | a market operated by London Stock Exchange plc |
| “AIM Rules” | the AIM Rules for Companies governing the admission to and the operation of AIM published by London Stock Exchange plc as amended from time to time |
| “Articles” | the articles of association of the Company, as amended from time to time |
| “the Board” or “the Directors” | the directors of the Company as at the date of this document |
| “Company” or “Looks Investment” | Looks Investment plc |
| “Completion” | two working days after the date that the contract goes unconditional |
| “Consideration” | £2,100,000 |
| “Disposal” | the disposal of the Huddersfield Property pursuant to the terms of the Disposal Agreement |
| “Disposal Agreement” | the agreement dated 5 November 2007 made between the Company and Kirklees Metropolitan Council pursuant to which the Huddersfield Property is to be sold to Kirklees District Council for the Consideration |
| “Existing Ordinary Shares” | 19,353,374 Ordinary Shares in issue as at the date of this document |
| “Huddersfield Property” | the freehold land and buildings registered at the Land Registry with title absolute under title no WYK801318 and known as Heaven & Hell Club, 103 New Street, Huddersfield |
| “Ordinary Shares” | ordinary shares of 0.5p each in the capital of the Company |
| “Proposals” | the Disposal and the proposed change of Company name |
| “Proposal Resolutions” | resolutions numbered 9 and 12 to be proposed at the AGM |
| “Shareholder” or “Shareholders” | the holder or holders of Ordinary Shares |
| “WH Ireland” | WH Ireland Limited |